Exhibit 10.17






Exhibit 10.17




SEVENTH AMENDMENT AND WAIVER




     This Seventh Amendment and Waiver (the “Agreement”) to the Credit Agreement referred
to below is dated as of August 7, 2008 and effective in accordance with Section 4 below, by
and among BOWATER INCORPORATED, a corporation organized under the laws of Delaware (“BI”),
BOWATER ALABAMA LLC (formerly known as Bowater Alabama Inc.), a limited liability company organized
under the laws of Alabama (“BA”), BOWATER NEWSPRINT SOUTH LLC, a limited liability company
organized under the laws of Delaware (“BNS”), BOWATER NEWSPRINT SOUTH OPERATIONS LLC
(formerly known as Bowater Newsprint South Inc.), a limited liability company organized under the
laws of Delaware and the successor by merger to Bowater Mississippi LLC (“BNSO”), each in
its capacity as a Borrower under the Credit Agreement referred to below (BI, BA, BNS and BNSO are
collectively referred to herein as the “Borrower”), certain Subsidiaries and Affiliates of
the Borrower party hereto (the “Grantors”), ABITIBIBOWATER INC., a corporation organized
under the laws of Delaware (the “Parent”), the Lenders and the Canadian Lenders party
hereto (collectively, the “Consenting Lenders”) pursuant to an authorization (in the form
attached hereto as Exhibit A, each a “Lender Authorization”) and WACHOVIA BANK,
NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”) for the Lenders
party to the Credit Agreement referred to below.



STATEMENT OF PURPOSE:




     The Borrower, the Lenders, certain other financial institutions and the Administrative Agent
are parties to the Credit Agreement dated as of May 31, 2006 (as amended by that certain First
Amendment dated as of July 20, 2007, that certain Second Amendment dated as of October 31, 2007,
that certain Third Amendment and Waiver dated as of February 25, 2008, that certain Fourth
Amendment dated as of March 31, 2008, that certain Fifth Amendment dated as of April 30, 2008, that
certain Sixth Amendment dated as of June 30, 2008, as amended hereby and as further amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).



     The Borrower has requested that the Administrative Agent, the Lenders and the Canadian Lenders
agree to amend the Credit Agreement and waive certain requirements of the Collateral Assignment of
Bonds and Indenture of Trust and Subordination dated as of May 30, 2008 by and between BA and the
Administrative Agent (as amended, restated supplemented or otherwise modified from time to time,
the “Collateral Assignment”), in each case as more specifically set forth herein. Subject
to the terms and conditions set forth herein, the Administrative Agent and each of the Consenting
Lenders have agreed to grant such requests of the Borrower.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:





     1.
Capitalized Terms. Except as otherwise provided herein, all capitalized undefined
terms used in this Agreement (including, without limitation, in the introductory paragraph and the
statement of purpose hereto) shall have the meanings assigned thereto in the Credit Agreement (as
amended by this Agreement).



 









 





     2. Waiver of Bond Delivery Requirement. Pursuant to Section 13.2 of the Credit
Agreement and subject to the terms and conditions hereof, including, without limitation, the
conditions to effectiveness set forth in Section 4 hereof, the Consenting Lenders and the
Administrative Agent hereby waive the provisions of Section 10 of the Collateral Assignment
requiring BA to deliver original Assigned Bonds (as defined in the Collateral Assignment) or
original Replacement Bonds (as defined in the Collateral Assignment) to the Administrative Agent.



     3. Credit Agreement Amendment. The table in Section 9.2 of the Credit Agreement is
hereby amended and restated as follows:



	 	 	 	 	 
	Applicable Period	 	Minimum Ratio
	Third Amendment Effective Date to March 31, 2008
	 	 	0.75 to 1.00	 
	 
	April 1, 2008 through and including June 30, 2008
	 	 	1.00 to 1.00	 
	 
	July 1, 2008 through and including September 30, 2008
	 	 	1.40 to 1.00	 
	 
	October 1, 2008 through and including December 31, 2008
	 	 	1.75 to 1.00	 
	 
	January 1, 2009 and thereafter
	 	 	2.00 to 1.00	 






     4. Conditions to Effectiveness. Upon the satisfaction of each of the following
conditions, this Agreement shall be deemed effective as of June 29, 2008:



     (a) the Administrative Agent shall have received counterparts of this Agreement executed by
the Administrative Agent (on behalf of itself and each of the Consenting Lenders by virtue of each
Consenting Lender’s execution of a Lender Authorization), the Borrower, the Parent and each of the
Grantors;



     (b) the Administrative Agent shall have received executed Lender Authorizations from the
requisite Consenting Lenders;



     (c) the Administrative Agent shall have been reimbursed for all fees and out-of-pocket charges
and other expenses incurred in connection with this Agreement, including, without limitation, the
reasonable fees and disbursements of counsel for the Administrative Agent;



     (d) the Borrower shall have paid to the Administrative Agent (or its applicable affiliates),
for the account of each Consenting Lender (including the Administrative Agent and the Canadian
Administrative Agent) that executes and delivers this Agreement or a Lender Authorization to the
Administrative Agent (or its counsel) on or prior to 5:00 p.m. (Eastern Time) on August 6, 2008, an
amendment fee in an amount equal to (a) 10 basis points times the principal amount of such
Consenting Lender’s Commitment plus (b) 10 basis points times the



 









 







principal amount of such Consenting Lender’s “Commitment” (as defined in the Canadian Credit
Agreement);



     (e) the Administrative Agent shall have received a corresponding amendment to the Canadian
Credit Agreement, in form and substance substantially consistent with this Agreement (with such
changes as are applicable only to the Canadian Credit Agreement), duly executed by the Canadian
Administrative Agent, the Canadian Borrower, the Parent, each Canadian Guarantor and the requisite
Consenting Lenders (whether directly or through a lender authorization); and



     (f) the Administrative Agent shall have received such other instruments, documents and
certificates as the Administrative Agent shall reasonably request in connection with the execution
of this Agreement.



     5. Effect of the Agreement. Except as expressly provided herein, the Credit
Agreement, the Collateral Assignment and the other Loan Documents shall remain unmodified and in
full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed
(a) to be a waiver of, or consent to, a modification or amendment of, any other term or condition
of the Credit Agreement, the Collateral Assignment or any other Loan Document, (b) to prejudice any
other right or rights which the Administrative Agent or the Lenders may now have or may have in the
future under or in connection with the Credit Agreement, the Collateral Assignment or the other
Loan Documents or any of the instruments or agreements referred to therein, as the same may be
amended, restated, supplemented or otherwise modified from time to time, (c) to be a commitment or
any other undertaking or expression of any willingness to engage in any further discussion with the
Borrower or any other Person with respect to any waiver, amendment, modification or any other
change to the Credit Agreement, the Collateral Assignment or the Loan Documents or any rights or
remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with
respect to any such documents or (d) to be a waiver of, or consent to or a modification or
amendment of, any other term or condition of any other agreement by and among the Borrower, on the
one hand, and the Administrative Agent or any other Lender, on the other hand. References in the
Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”,
“herein”, and “hereof”) and in any Loan Document to the Credit Agreement shall be deemed to be
references to the Credit Agreement as modified hereby. References in the Collateral Assignment to
“this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”)
and in any Loan Document to the Collateral Assignment shall be deemed to be references to the
Collateral Assignment as modified hereby.



     6. Representations and Warranties/No Default/Covenant Regarding Bonds. By their
execution hereof:



     (a) the Parent, the Borrower and each of the Grantors hereby certifies, represents and
warrants to the Administrative Agent and the Lenders that after giving effect to the waiver set
forth in Section 2 and the amendment set forth in Section 3, each of the
representations and warranties set forth in the Credit Agreement and the other Loan Documents is
true and correct in all material respects as of the date hereof (except to the extent that (A) any
such representation or warranty that is qualified by materiality or by reference to Material
Adverse Effect, in which



 









 







case such representation or warranty is true and correct in all respects as of the date hereof
or (B) any such representation or warranty relates only to an earlier date, in which case such
representation or warranty shall remain true and correct as of such earlier date) and that no
Default or Event of Default has occurred or is continuing;



     (b) the Borrower, the Parent and each of the Grantors hereby certifies, represents and
warrants to the Administrative Agent and the Lenders that:




     (i) it has the right, power and authority and has taken all necessary corporate and
other action to authorize the execution, delivery and performance of this Agreement and each
of the other documents executed in connection herewith to which it is a party in accordance
with their respective terms and the transactions contemplated hereby; and




     (ii) this Agreement and each other document executed in connection herewith has been
duly executed and delivered by the duly authorized officers of the Borrower, the Parent and
each of the Grantors, and each such document constitutes the legal, valid and binding
obligation of the Borrower, the Parent and each of the Grantors, enforceable in accordance
with its terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar state or federal debtor relief laws from time to time in effect which
affect the enforcement of creditors’ rights in general and the availability of equitable
remedies;



     (c) the Parent, the Borrower and each Grantor covenants and agrees, that, if at any time,
after the date hereof, the Assigned Bonds (as defined in the Collateral Assignment) or any
Replacement Bonds (as defined in the Collateral Assignment) or any other certificate, document or
instrument evidencing the right of the Bondholder (as defined in the Collateral Assignment) shall
come into its possession or be held by it, then it will immediately deliver and pledge such
Assigned Bonds, Replacement Bonds or other certificate, document or instrument to the
Administrative Agent for the ratable benefit of the Secured Parties (as defined in the Collateral
Assignment) together with an executed endorsement in form and substance satisfactory to the
Administrative Agent; and



     (d) no later than September 5, 2008, or such later date as the Administrative Agent and the
Canadian Administrative Agent may approve in their sole discretion (the “Deadline”), the
Administrative Agent shall have received documentation in form and substance satisfactory to the
Administrative Agent and the Canadian Administrative Agent duly executed by BA and U.S. Bank,
National Association, as trustee under the Assigned Indenture (as defined in the Collateral
Assignment), confirming, among other things, the registration of all bonds issued pursuant to the
Assigned Indenture as of the date thereof and such other matters as the Administrative Agent and
the Canadian Administrative Agent may request (such satisfactory documentation, the “Assigned
Indenture Documentation”). To the extent that the Administrative Agent has not received the
Assigned Indenture Documentation by the Deadline, the Parent, the Borrower and each Grantor
covenants and agrees, that upon the request of the Required Lenders (or the Administrative Agent
and the Canadian Administrative Agent, at the request of the Required Lenders), it will, promptly,
but in no event later than thirty (30) days after such request, take all actions as are necessary
to have Replacement Bonds (as defined in the Collateral Assignment) issued and delivered to the
Administrative Agent, for the ratable benefit of the



 









 







Secured Parties (as defined in the Collateral Assignment), together with an executed
endorsement in form and substance satisfactory to the Administrative Agent and the Canadian
Administrative Agent.   It is hereby agreed and acknowledged that any failure by the Parent, the
Borrower or any Grantor to comply with the requirements set forth in the foregoing sentence shall
constitute an immediate Event of Default. 



     7. Reaffirmations. Each Credit Party (a) agrees that the transactions contemplated by
this Agreement shall not limit or diminish the obligations of such Person under, or release such
Person from any obligations under, the Credit Agreement, the Parent Guaranty Agreement, the
Subsidiary Guaranty Agreement, the Collateral Agreement, the Collateral Assignment (other than as
expressly set forth in Section 2 above) and each other Security Document to which it is a
party, (b) confirms and reaffirms its obligations under the Credit Agreement, the Parent Guaranty
Agreement, the Subsidiary Guaranty Agreement, the Collateral Agreement, the Collateral Assignment
(other than as expressly set forth in Section 2 above) and each other Security Document to
which it is a party and (c) agrees that the Credit Agreement, the Parent Guaranty Agreement, the
Subsidiary Guaranty Agreement, the Collateral Agreement, the Collateral Assignment and each other
Security Document to which it is a party remain in full force and effect and are hereby ratified
and confirmed.



     8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



     9. Counterparts. This Agreement may be executed by one or more of the parties hereto
in any number of separate counterparts and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.



     10. Electronic Transmission. A facsimile, telecopy, pdf or other reproduction of this
Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may
be delivered by one or more parties hereto by facsimile or similar instantaneous electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original of this Agreement
as well as any facsimile, telecopy, pdf or other reproduction hereof.



[Signature Pages Follow]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date and year first above written.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	BOWATER INCORPORATED
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BOWATER ALABAMA LLC
	 
	 	 	 	 
	 

	 	By: Bowater Newsprint South LLC, its member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BOWATER NEWSPRINT SOUTH LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BOWATER NEWSPRINT SOUTH OPERATIONS LLC
	 
	 	 	 	 
	 

	 	By: Bowater Newsprint South LLC, its manager
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	PARENT:
	 
	 	 	 	 
	 	 	ABITIBIBOWATER INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Signature Pages Continue]




 









 








	 	 	 	 	 
	 	 	GRANTORS:
	 
	 	 	 	 
	 	 	BOWATER AMERICA INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BOWATER NUWAY INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BOWATER NUWAY MID-STATES INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Signature Pages Continue]




Fourth Amendment – Bowater]]




 









 








	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL 

ASSOCIATION, as Administrative Agent (on behalf of itself and the
Consenting Lenders who have executed a Lender Authorization) and as
Issuing Lender, Swingline Lender and a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






Fourth Amendment – Bowater]]


 









 






Exhibit A




Form of Lender Authorization




Fourth Amendment – Bowater]]



 









 





LENDER AUTHORIZATION



Bowater Incorporated

Bowater Canadian Forest Products Inc.

Seventh Amendment to U.S. Credit Agreement

Ninth Amendment to Canadian Credit Agreement



August 7, 2008




Wachovia Bank, National Association

NC0680

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention: Syndication Agency Services




The Bank of Nova Scotia

40 King Street West

Scotia Plaza, 62nd Floor

Toronto, Ontario M5W 2X6

Attention: Corporate Banking Loan Syndication




	 	 	 	 	 
	 

	 	Re:
	 	(a) The Seventh Amendment dated as of August 7, 2008 (the “U.S.
Agreement”) to that certain Credit Agreement dated as of May 31, 2006 (as amended,
the “U.S. Credit Agreement”) among Bowater Incorporated and the other New
Borrowers party thereto (collectively, the “U.S. Borrower”), the lenders party
thereto (the “U.S. Lenders”), and Wachovia Bank, National Association, as
administrative agent (the “U.S. Administrative Agent”) for the U.S. Lenders and
(b) the Ninth Amendment dated as of August 7, 2008 (the “Canadian Agreement”
and, together with the U.S. Agreement, the “Agreements”) to that certain Credit
Agreement dated as of May 31, 2006 (as amended, the “Canadian Credit
Agreement”) among Bowater Canadian Forest Products Inc. (the “Canadian
Borrower”), the U.S. Borrower, the lenders party thereto (the “Canadian
Lenders”), and The Bank of Nova Scotia, as administrative agent (the “Canadian
Administrative Agent”) for the Canadian Lenders.







     This Lender Authorization acknowledges our receipt and review of the execution copy of the
Agreements, each in the form posted on SyndTrak Online or otherwise distributed to us by the U.S.
Administrative Agent or the Canadian Administrative Agent. By executing this Lender Authorization,
we hereby approve the Agreements and authorize the U.S. Administrative Agent or the Canadian
Administrative Agent (as applicable) to execute and deliver the Agreements on our behalf.



     Each financial institution purporting to be a U.S. Lender and executing this Lender
Authorization agrees or reaffirms that it shall be a party to the Agreements and the other Loan
Documents (as defined in the U.S. Credit Agreement) to which U.S. Lenders are parties and shall
have the rights and obligations of a “Lender” (as defined in the U.S. Credit Agreement), and agrees
to be bound by the terms and provisions applicable to a “Lender” under each such agreement. Each
financial institution purporting to be a Canadian Lender and executing this




[August __, 2008 Amendment – Bowater]



 









 







Lender Authorization agrees or reaffirms that it shall be a party to the Agreements and the
other Loan Documents (as defined in the Canadian Credit Agreement) to which Canadian Lenders are
parties and shall have the rights and obligations of a “Lender” (as defined in the Canadian Credit
Agreement), and agrees to be bound by the terms and provisions applicable to a “Lender” under each
such agreement. In furtherance of the foregoing, each financial institution executing this Lender
Authorization agrees to execute any additional documents reasonably requested by the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, to evidence such
financial institution’s rights and obligations under the U.S. Credit Agreement or the Canadian
Credit Agreement, as applicable.



     A facsimile, telecopy, pdf or other reproduction of this Lender Authorization may be executed
by one or more parties hereto, and an executed copy of this Lender Authorization may be delivered
by one or more parties hereto by facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes.



[Insert name of applicable financial institution]




By:

Name:

Title:                                                             





[August __, 2008 Amendment – Bowater]